The Acquisition. Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:
The Acquisition. At the Closing (as defined below), each Stockholder shall sell to Group 1 and Group 1 shall purchase from each Stockholder that number of shares of common stock, par value $1.00 per share of the Company ("Company Common Stock") as set forth opposite their respective names in Schedule II hereto in exchange for that number of shares of common stock, par value $.01 per share of Group 1 ("Group 1 Common Stock") set forth opposite their respective names in Schedule II hereto (as may be appropriately adjusted for stock splits, reverse stock splits and/or stock dividends). In the event that the Board of Directors of Group 1 approves a reverse stock split upon the recommendation of the Representatives of the Underwriters in connection with the IPO, the number of shares of Group 1 Common Stock to be received by the shareholders of the Founding Companies shall be decreased proportionately as a result of the reverse stock split; provided, however, that in the event that the number of shares of Group 1 Common Stock resulting from the reverse stock split recommended by the Representatives of the Underwriters is less than the number of shares resulting from a 4.444 for 5 reverse stock split, a 4.444 for 5 reverse stock split shall be implemented and the number of shares of Group 1 Common Stock resulting from such 4.444 for 5 reverse stock split to be received by the shareholders of the Founding Companies shall be further decreased proportionately to the number of shares that would have been issued to the shareholders of the Founding Companies had the reverse stock split recommended by the Representatives of the Underwriters been implemented. If the number of shares of Group 1 Common Stock received by a Stockholder pursuant to this Agreement includes a fractional share as a result of a reverse stock split affecting the Group 1 Common Stock, such fractional share shall be rounded up to the nearest whole share of Group 1 Common Stock.
The Acquisition. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and conditions herein contained, the Sellers hereby agree to sell, assign and deliver to Purchaser the Shares in exchange for the Acquisition Shares on the Closing Date and to transfer to Purchaser on the Closing Date a 100% undivided interest in and to the Shares free from all liens, mortgages, charges, pledges, encumbrances or other burdens (other than those that may arise under federal or state securities laws restricting the right to sell or transfer the Shares) with all rights now or thereafter attached thereto.
The Acquisition. Section 2.1
The Acquisition. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), FTA and the FTA Shareholder shall accept the Acquisition Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of FTA set forth herein, in the aggregate constituting no less than Seventy Percent (70%) of the issued and outstanding shares of FTA to the Company at the Closing representing 7,000 shares.
The Acquisition. On the Closing Date, and at the Closing Time, subject in all instances to each of the terms, conditions, provisions and limitations contained in this Agreement, MDM shall sell, transfer, convey, and assign to Muex, xy instruments satisfactory in form and substance to Muex xxd its counsel, and subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the consideration. MDM represents that the assets included on Exhibit A hereto are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course in the same manner as that in which such business has been conducted in the immediate past, including, without limitation, all Proprietary Rights of MDM so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or arising out of such Acquired Business. Neither Muex xxr any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for any of the Liabilities of MDM other than those expressly identified on Exhibit C and accepted by Muex xx this Section 2.1.
The Acquisition. 1.01 At the Closing, up to 100% (7,018,236 shares) but no less than 86.74% (6,087,700) of the issued and outstanding common shares of SII shall be acquired by Webx in a share for share exchange for shares of Webx. The shares of Webx to be issued in this transaction shall be issued as set forth in Exhibit A to this Agreement.
The Acquisition. At the Closing (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement, the Stockholders shall sell to Parent, and Parent shall purchase from Stockholders 10,000 shares of the Company's Common Stock, constituting all of the outstanding capital stock of the Company in consideration of the payments described below. As a result of the Acquisition, the Company shall become a wholly-owned subsidiary of Parent.
The Acquisition. The Parties hereby agree, on the terms and subject to the conditions contained herein, to jointly pursue the Acquisition of the Company. In connection with the Acquisition, the Investors shall cause a British Columbia company, FS Acquisition Corp. (the “Acquirer”), to be organized solely for the purpose of entering into the Acquisition Agreement (as defined below) with the Company, consummating the plan of arrangement (the “Plan of Arrangement”) contemplated thereby and immediately and thereafter amalgamating with the Company. The terms of the various classes of capital stock of the Acquirer both before and after the consummation of the Acquisition shall be substantially as set forth in the description of terms of capital stock agreed among the Parties prior to the issuance of the initial shares of the Acquirer and prior to the execution of the Acquisition Agreement.
The Acquisition. 1.1 At the Closing, one (1) common share of WISE TARGET, which represents 100% of the outstanding shares of WISE TARGET, and one (1) share of AMBER LINK, which represents 100% outstanding shares of AMBER LINK, shall be acquired by TBAY in exchange for up to 18,550,000 restricted common shares of TBAY (the “Shares”). The Shares of WISE TARGET and AMBER LINK to be exchanged and the Shares of TBAY to be issued in this transaction shall be exchanged and issued as set forth in Exhibit A to this Agreement which number of Shares are incorporated herein by reference.
